THE OLD GAG "if there were no men, the world would be full of fat, happy women" is wishful thinking. As Lovely & Amazing shows, men can make women miserable, but women can do the job to each other just as efficiently.

Telling how this happens isn't a kind of post-feminism. On the contrary, this tale-telling makes for a more realistic way of looking at relations among women. At their worst, chick flicks tend to put women back on the pedestal.

One frustrating aspect of the movie scene, though, is that films appear bold for taking on subjects that were being treated in novels 10 or 20 years previously. American Beauty gets heralded as a breakthrough for material that John Updike worked on in his novels for many years. Really, Lovely & Amazing demonstrates that movies are finally catching up with Margaret Atwood.

Lovely and Amazing, Nicole Holofcener's follow-up to her thinking-person's women's picture Walking and Talking, is mostly about the Beauty Myth. Holofcener is too canny an observer to lay the blame on men alone when women--especially Los Angelean women--fall victim to self-inflicted pressures.

Catherine Keener plays the lead, and it's not an exaggeration to say that Keener is now doing exactly the parts Bette Davis would be doing if Davis were young and alive. Lovely & Amazing gives Keener, usually a show-stealing supporting actor, one of the largest roles she's ever had.

Keener's Michelle Marks is a cross, negligent mother, confused and a little spoiled. She displays a distinct mean streak, related to the fact that she's never held a job in her life, and she's suppressing self-hatred over the fact. She sounds like a shrew. And yet Keener is so powerful that she gets you under the skin of a difficult woman, makes you see things her way.

Michelle's halfhearted attempt to make little boutique items for sale leads nowhere. To spite her philandering husband, who is pressuring her to bring home some money, she takes a low-paying job at a quick-photo developing shop. There, Jordan (Jake Gyllenhaal), the good-looking but underage son of the manager, starts coming on to her.

Michelle and her sister, Elizabeth (Emily Mortimer), are rivals already, and they now have a new rival. Their mother, Jane (Brenda Blethyn), has adopted an African American girl, Annie. There's a slight racist undertone to the sisters' resentment at seeing this young girl petted and preferred. Meanwhile, Jane is going through liposuction at a hospital. It's minor surgery that turns serious when infection sets in. Suddenly, the daughters have to take care of Annie, which spreads the tension all around.

While Jane slowly recovers, Elizabeth deals with body issues of her own. Her slipping career as a performer is partially due, she thinks, to her lack of the perfect physique. She goes through an affair with a popular, dumb and promiscuous actor, Kevin (Dermot Mulroney), partially as an education to find out what's wrong with her.

In one very brave but pathos-free scene, Mortimer bares her body for a critique from Kevin to find out how far she is from a perfect 10. The weird thing is that you can pretty much anticipate everything he's going to say. That's because we're all so well apprised on what constitutes the ideal female body. "In a perfect world," he says, not unkindly, "your ass would be rounder."

The tensions among the Marks women keep things tight and clever. The available light in L.A. makes Lovely & Amazing visually perky, in a way that digital films usually aren't. The sunlight here nurtures crackpot L.A. ideas: paying a surgeon to slurp out part of your stomach to make you more beautiful or thinking that Elizabeth's perfectly nice bottom has an ideal Platonic version somewhere in an alternative universe.

Holofcener allows the idea that Elizabeth's problem may be that she's not a first-rate actor. Contrast Elizabeth's uncomfortable audition with the lecherous Kevin to the now-famous Chad Everett/Naomi Watts audition in Mulholland Drive, a startling demonstration of how a pinned-down actress can suddenly seize an uncomfortable moment and take it over.

What I especially like is Holofcener's suggestion that frustrated artists like Elizabeth and Michelle may be carrying their own mountains around with them. It's implied that the lives of ease both sisters have led as rich girls have kept them from hustling as ruthlessly as an artist always must.

Holofcener still has the rapport with women that made Walking and Talking such a standout film. Lovely & Amazing, though, is tarter, more dramatically developed. The film is about beauty, but it's also about the blocked artistic temperament, the trouble of a trio of women who may all be in the wrong line of work--even if that work, in Anne's case, is motherhood. This movie is as much a step forward as the Divine Secrets of the Ya-Ya Sisterhood is a step backward.

Lovely & Amazing (R; 91 min.), directed and written by Nicole Holofcener, photographed by Harlan Bosmajian and starring Catherine Keener, opens Friday at the Los Gatos Cinema in Los Gatos and the Park in Menlo Park